Commenting on Covanta's results, Anthony Orlando, President and Chief Executive Officer stated, "We had mixed results this quarter. On the positive side, we completed two important transactions -- the 20 year New York City waste contract and the Camden, NJ EfW facility acquisition -- both of which will help drive long-term growth. However, we've lowered our 2013 guidance because of three key factors: unscheduled outages; lower than expected steam demand; and organic growth is slower than we hoped, but still very good."

Q3 2013 Results
Operating revenues of $427 million increased $15 million compared to the prior year. This increase was primarily driven by increased energy revenue due to contract transitions and the execution of organic growth initiatives such as special waste and metal recovery. This increase was partially offset by lower biomass revenue and lower revenues earned to service project debt.

Excluding impairment charges1, operating expenses of $335 million increased $2 million compared to the prior year. The increase was driven by higher plant operating expenses, increased costs from service contract transitions, normal cost escalations, and higher construction expense. These higher costs were partially offset by the timing of scheduled maintenance outages, cost reductions related to our organic growth initiatives, lower expense associated with our insurance business and lower business development spend in the UK.

Excluding the impairment charges noted above, operating income increased by $13 million to $92 million compared to $79 million in the prior year. This increase was due to the drivers noted above.

Adjusted EBITDA increased by $6 million to $156 million driven by the execution of organic growth initiatives such as special waste, metal recovery and cost savings, as well as the timing of scheduled plant maintenance outages and the benefit of contract transitions. This increase was partially offset by lower debt service pass through billings, lower construction profit and lower biomass profit.

Free Cash Flow increased by $50 million to $161 million for the three month comparative period. The increase was primarily driven by working capital, including the timing of working capital related to our construction projects, higher Adjusted EBITDA, and lower maintenance capital expenditures.

Adjusted EPS increased by $0.03 to $0.28 versus the prior year period, primarily due to the benefit of higher operating income1 and a lower effective tax rate.

Year-to-Date ResultsFor the nine months ended September 30, 2013, total operating revenues decreased by $1 million to $1,213 million. Free Cash Flow was $204 million for the year-to-date period compared to $205 million for the same period last year. Adjusted EBITDA was $334 million compared to $349 million for the same period last year and Adjusted EPS was $0.17 compared to $0.32 for the same period last year.

Shareholder ReturnsDuring the third quarter, the Company returned $21 million to shareholders in the form of cash dividends. Year to date, the Company has returned $99 million dollars in the form of dividends and share repurchases. As of September 30, 2013, Covanta had $116 million of share repurchase authorization remaining.

Sanjiv Khattri, Covanta's Executive Vice-President and Chief Financial Officer, commented, "Our overall business remains fundamentally sound. We continue to focus on creating shareholder value by both investing for growth and paying a healthy dividend. While we expect 2014 will be a financially challenging year, we are positioned to grow in 2015 when the New York contract begins."

2013 Full Year GuidanceThe Company is revising its guidance for 2013 for the following key metrics:

(In millions, except per share amounts)

Metric

FY2013 UpdatedGuidance Range

FY2013 PriorGuidance Range

FY2012 Actual

Adjusted EBITDA

$

480

-

$

495

$

500

-

$

530

$

492

Free Cash Flow

$

220

-

$

240

$

250

-

$

280

$

262

Adjusted EPS

$

0.33

-

$

0.43

$

0.40

-

$

0.50

$

0.52

Conference Call Information
Covanta will host a conference call at 10:00 AM (Eastern) on Thursday, October 24, 2013 to discuss its third quarter results. The conference call will begin with prepared remarks, which will be followed by a question and answer session. To participate, please dial 800-860-2442 approximately 10 minutes prior to the scheduled start of the call. If calling from Canada, please dial 866-605-3852. If calling outside of the United States and Canada, please dial 412-858-4600. Please request the "Covanta Holding Corporation call" when prompted by the conference call operator. The conference call will also be webcast live from the Investor Relations section of the Company's website. A presentation will be made available during the call and will be found on the Investor Relations section of the Covanta website at www.covantaenergy.com.

A replay will be available one hour after the end of the conference call through 9:00 AM (Eastern) Friday, November 1, 2013. To access the replay, please dial 877-344-7529, or from outside of the United States 412-317-0088 and use the replay conference ID number 10034137. The webcast will also be archived on www.covantaenergy.com.

About CovantaCovanta is a world leader in sustainable waste management and renewable energy. The Company's 45 Energy-from-Waste facilities provide communities and businesses around the world with an environmentally sound solution to their solid waste disposal needs by using waste to generate clean, renewable energy. Annually, Covanta's modern Energy-from-Waste facilities safely and securely convert approximately 20 million tons of waste into clean, renewable electricity to power one million homes and recycle over 430,000 tons of metal. Energy-from-Waste facilities reduce greenhouse gases, complement recycling and are a critical component to sustainable solid waste management. For more information, visit www.covantaenergy.com.

Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press release may constitute "forward-looking" statements as defined in Section 27A of the Securities Act of 1933 (the "Securities Act"), Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"), the Private Securities Litigation Reform Act of 1995 (the "PSLRA") or in releases made by the Securities and Exchange Commission ("SEC"), all as may be amended from time to time. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of Covanta Holding Corporation and its subsidiaries ("Covanta") or industry results, to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements that are not historical fact are forward-looking statements. For additional information see the Cautionary Note Regarding Forward-Looking Statements at the end of the Exhibits.

1 In Q3 2013, we recorded non-cash write-offs of $12 million and in Q3 2012, we recorded a non-cash gain of $2 million. For additional information, see Exhibit 4B of this press release.

Covanta Holding Corporation

Exhibit 1

Condensed Consolidated Statements of Operations

Three Months Ended
September 30,

Nine Months Ended
September 30,

2013

2012

2013

2012

(Unaudited)
(In millions, except per share amounts)

Operating revenues

Waste and service revenues

$

257

$

247

$

747

$

747

Recycled metals revenues

19

17

52

55

Electricity and steam sales

117

115

322

297

Other operating revenues

34

33

92

115

Total operating revenues

427

412

1,213

1,214

Operating expenses

Plant operating expenses

232

225

765

735

Other operating expenses

26

31

67

100

General and administrative expenses

22

24

72

74

Depreciation and amortization expense

52

46

157

145

Net interest expense on project debt

3

7

10

22

Net write-offs (gains) (a)

12

(2

)

63

(2

)

Total operating expenses

347

331

1,134

1,074

Operating income

80

81

79

140

Other income (expense)

Interest expense

(30

)

(25

)

(88

)

(67

)

Non-cash convertible debt related expense

(7

)

(6

)

(21

)

(19

)

Loss on extinguishment of debt

--

--

(1

)

(2

)

Other income, net

--

--

--

3

Total other expenses

(37

)

(31

)

(110

)

(85

)

Income (loss) from continuing operations before income tax expense and equity in net income from unconsolidated investments

43

50

(31

)

55

Income tax expense

(19

)

(27

)

(9

)

(30

)

Equity in net income from unconsolidated investments

4

4

4

10

Income (loss) from continuing operations

28

27

(36

)

35

Loss from discontinued operations, net of income tax expense of $0, $0, $0 and $1, respectively

(a) For details related to the Reconciling Items, see Exhibit 4A of this Press Release.

Covanta Holding Corporation

Exhibit 4A

Reconciling Items

Three Months Ended
September 30,

Nine Months Ended
September 30,

2013

2012

2013

2012

(Unaudited)
(In millions, except per share amounts)

Reconciling Items

Operating loss related to insurance subsidiaries

$

--

$

8

$

1

$

9

Net write-offs (gains) (a)

12

(2

)

63

(2

)

UK severance and other restructuring (b)

--

--

3

--

Defined benefit pension plan settlement gain

--

--

(6

)

--

Loss on extinguishment of debt

--

--

1

2

Effect on income of derivative instruments not designated as hedging instruments

--

(1

)

--

(1

)

Effect of foreign exchange gain on indebtedness

--

--

--

(3

)

Other

1

--

1

1

Total Reconciling Items, pre-tax

13

5

63

6

Pro forma income tax impact (c)

(5

)

3

(6

)

2

Total Reconciling Items, net of tax

$

8

$

8

$

57

$

8

Diluted Earnings Per Share Impact

$

0.06

$

0.06

$

0.44

$

0.07

Weighted Average Diluted Shares Outstanding

130

132

129

134

(a)

For additional details on the components of Net write-offs (gains), see Exhibit 4B of this Press Release.

(b)

During the nine months ended September 30, 2013, we recorded approximately $3 million of severance and other restructuring expenses related to the United Kingdom development office which was recorded to general and administrative expenses. See Exhibit 4B - Note (f) and Exhibit 4C of this Press Release.

(c)

There is no expected tax benefit from the non-cash write-off related to the UK development costs in the second quarter of 2013 and third quarter of 2012. As a result, these non-cash write-offs had a significant impact on the effective tax rates for the nine months ended September 30, 2013 and 2012. Accordingly, we are presenting this proforma calculation of the income tax effect from the total non-cash write-offs. See Exhibit 4B - Note (f) and Exhibit 4C of this Press Release.

During the three and nine months ended September 30, 2013, we recorded a non-cash write-down of $9 million resulting from an impairment charge related to our Wallingford EfW facility assets in Connecticut.

(b)

During the three and nine months ended September 30, 2013, we recorded a non-cash write-down of $3 million related to our 55% equity investment in the Pacific Ultrapower Chinese Station biomass facility in California.

(c)

During the nine months ended September 30, 2013, we recorded a non-cash write-off of $4 million associated with funds advanced related to the Harrisburg EfW facility.

(d)

During the three and nine months ended September 30, 2012, we recorded a non-cash write-off of an intangible liability in connection with a contract amendment for our Essex EfW facility, which resulted in a gain of $29 million.

(e)

During the three and nine months ended September 30, 2012, we recorded a non-cash write-off of $16 million representing the capitalized costs of a suspended renewable fuels project.

(f)

During the nine months ended September 30, 2013 and 2012, we recorded non-cash write-offs of $47 million and $11 million, respectively, of capitalized development costs and land related to United Kingdom development projects which we ceased to pursue in their current form.

Covanta Holding Corporation

Exhibit 4C

Effective Tax Rate ("ETR")

Three Months Ended
September 30,

Nine Months Ended
September 30,

2013

2012

2013

2012

(Unaudited)

Effective Tax Rate (a)

42%

54%

(28)%

55%

(a)

There is no expected tax benefit from the non-cash write-off related to the UK development costs in the second quarter of 2013 and third quarter of 2012. As a result, these non-cash write-offs had a significant impact on the effective tax rates for the nine months ended September 30, 2013 and 2012. See Exhibit 4B - Note (f) of this Press Release. We currently estimate our ETR for the year ending December 31, 2013 will be approximately 180%. The ETR estimate for the year December 31, 2013, excluding the impact of the non-cash write-off of United Kingdom development costs and foreign losses for which we cannot recognize a tax benefit, would have been approximately 45%.

Purchases of property, plant and equipment are also referred to as capital expenditures. Capital expenditures that primarily maintain existing facilities are classified as maintenance capital expenditures. The following table provides the components of total purchases of property, plant and equipment:

Growth investments includes investments in growth opportunities, including organic growth initiatives, technology, business development, and other similar expenditures, net of capital expenditures associated with property insurance events.

Capital expenditures associated with organic growth initiatives and technology development

$

(33

)

$

(7

)

$

(73

)

$

(18

)

Capital expenditures - other

--

(6

)

--

(9

)

Total non-maintenance capital expenditures

(33

)

(13

)

(73

)

(27

)

Acquisition of land use rights

--

--

--

(1

)

Other growth investments

(3

)

--

(3

)

(2

)

Less: Capital expenditures associated with property insurance events

--

6

--

9

Organic growth investments

(36

)

(7

)

(76

)

(21

)

Acquisition of business, net of cash acquired

(49

)

--

(49

)

--

Total growth investments

$

(85

)

$

(7

)

$

(125

)

$

(21

)

(c)

Other investing activities is primarily comprised of net payments from the purchase/sale of investment securities.

Growth investments includes investments in growth opportunities, including organic growth initiatives, technology, business development, and other similar expenditures, net of capital expenditures associated with property insurance events.

Growth Investments

Twelve Months
Ended
December 31, 2012

Nine Months
Ended
September 30, 2013

Full Year
Estimated 2013

(Unaudited, in millions)

Metals recovery projects (a)

$

17

$

32

Other growth investments

16

32

Essex (b) (total investment of $70-$90 million from '13 to '16)

--

--

Sub-total: Organic Growth Investments

$

33

$

64

$75 - $100

New York City contract (investment of ~$140 from '13 to '16)

--

12

$25

Transportation and intermodal equipment (~$110 million)

Related enhancements to existing facilities (c)(~$30 million)

Sub-total: Organic Growth Investments + NYC

$

33

$

76

$100 - $125

Delaware Valley

94

--

Camden

--

49

49

Sub-total: Acquisitions of business, net of cash acquired

$

94

$

49

$49

Total growth investments

$

127

$

125

$150 - $175

(a)

Metals includes investment in Tartech JV.

(b)

Includes emission control system and other improvements, excludes metal recovery enhancement.

(c)

Includes Niagara land purchase and railhead.

Covanta Holding Corporation

Exhibit 7

Capitalization Information

As of

September 30, 2013

December 31, 2012

(Unaudited, in millions)

Cash and Cash Equivalents:

Domestic

$

17

$

12

International

228

215

Insurance Subsidiary

7

19

Total Cash and Cash Equivalents

$

252

$

246

Restricted Funds Held in Trust:(a)

Debt Service Funds - Principal

$

70

$

72

Debt Service Funds - Interest

3

6

Debt Service Funds - Total

73

78

Revenue Funds

4

9

Other Funds

117

127

Total Restricted Funds Held in Trust

$

194

$

214

(a)

Restricted funds held in trust are primarily amounts received by third-party trustees relating to certain projects we own which may be used only for specified purposes. We generally do not control these accounts. They primarily include debt service reserves for payment of principal and interest on project debt. Revenue funds are comprised of deposits of revenues received with respect to projects prior to their disbursement. Other funds are primarily amounts held in trust for operations, maintenance, environmental obligations, operating lease reserves in accordance with agreements with our clients and amounts held for future scheduled distributions.

Covanta Holding Corporation

Exhibit 7A

Capitalization Information (continued)

As of September 30, 2013

As of December 31, 2012

Face
Value

Book
Value

Face
Value

Book
Value

(Unaudited, in millions)

Corporate Debt:

Revolving Credit Facility

$

126

$

126

$

60

$

60

Term Loan due 2019

295

294

298

297

7.25% Senior Notes due 2020

400

400

400

400

6.375% Senior Notes due 2022

400

400

400

400

3.25% Cash Convertible Senior Notes due 2014

460

615

460

523

Sub-total

$

1,681

$

1,835

$

1,618

$

1,680

Tax-Exempt Bonds

4.875% Massachusetts Series 2012A due 2027

$

20

$

20

$

20

$

20

4.875% Massachusetts Series 2012B due 2042

67

67

67

67

5.25% Massachusetts Series 2012C due 2042

83

83

83

83

5.25% Niagara Series 2012A due 2042

130

130

130

130

4.00% Niagara Series 2012B due 2024

35

35

35

35

Delaware County Series 2013A due 2043 (a)

22

22

--

--

Sub-total Tax-Exempt Bonds

$

357

$

357

$

335

$

335

Total corporate debt (including current portion)

$

2,038

$

2,192

$

1,953

$

2,015

Project Debt:

Domestic project debt - service fee facilities

$

195

$

197

$

223

$

226

Domestic project debt - tip fee facilities

45

45

68

68

International project debt

23

23

23

23

Total project debt (including current portion)

$

263

$

265

$

314

$

317

Total Debt Outstanding

$

2,301

$

2,457

$

2,267

$

2,332

Net Debt (b)

$

1,979

$

1,949

Availability for Borrowings under the Revolving Credit Facility

$

493

$

584

(a)

During the third quarter of 2013, we issued $22 million of new tax-exempt corporate variable-rate demand bonds, which are secured by a letter of credit issued under our Revolving Credit Facility. Proceeds from the offering were utilized to refinance $22 million of the tax-exempt project debt at our Delaware Valley facility which matured on July 1, 2013.

(b)

Net Debt is calculated as total principal amount of debt outstanding less cash and cash equivalents and debt service principal restricted funds.

Covanta Holding Corporation

Exhibit 8

Return to Stockholders

(Unaudited, in millions, except per share amounts and percentages)

The following amounts were returned to stockholders:

Amount

Shares Repurchased

Weighted Average Cost Per Share

% of Common Stock Outstanding Repurchased

Common Stock Repurchased (a)

FY 2010

$

95

6.1

$

15.56

3.9%

FY 2011

$

230

14.4

$

15.99

9.6%

FY 2012

$

88

5.3

$

16.55

3.9%

Q1 2013

$

24

1.2

$

19.27

0.9%

Q2 2013

10

0.5

$

19.62

0.4%

Q3 2013

--

--

$

--

--%

FY 2013 Sub-total

$

34

1.7

$

19.37

1.3%

Total Common Stock Repurchased

$

447

27.5

$

16.22

17.8%

Cash Dividends Declared to Stockholders

FY 2010

$

233

FY 2011

$

42

FY 2012

$

81

Q1 2013

$

22

Q2 2013

22

Q3 2013 (b)

21

FY 2013 Sub-total

$

65

Total Cash Dividends Declared to Stockholders

$

421

Total Return to Stockholders

$

868

(a)

As of September 30, 2013, the amount remaining under our currently authorized share repurchase program was $116 million.

(b)

On September 10, 2013, we authorized a quarterly cash dividend of $0.165 per share. The Q3 2013 payment was made on October 7, 2013 to stockholders of record as of the close of business on September 30, 2013.

The Americas segment quarterly plant operating expenses typically differs substantially as a result of the timing of scheduled plant maintenance. We typically conduct scheduled maintenance periodically each year, which requires that individual boiler units temporarily cease operations. During these scheduled maintenance periods, we incur material repair and maintenance expenses and receive less revenue until the boiler and/or turbine units resume operations. This scheduled maintenance typically occurs during periods of off-peak electric demand and/or lower waste volumes, which are our first, second and fourth fiscal quarters. The first half of the year scheduled maintenance period is typically the most extensive. The third quarter scheduled maintenance period is typically the least extensive. Given these factors, we typically experience our lowest operating income from our projects during the first half of each year. The aggregate of all other components of plant operating expense is relatively consistent each quarter of the year.

While these drivers impact our business, there is not an exact correlation between our results and changes in these metrics.

(b)

Represents the year-over-year percent change in the Headline CPI number. The Consumer Price Index (CPI-U) data is provided by the U.S. Department of Labor Bureau of Labor Statistics. Reflects that most recently published CPI which is August 2013.

(c)

Average price per MWh for Q3 2013 and Q3 2012. Pricing for the PJM PSEG Zone is provided by the PJM ISO.

Average price per gross ton for Q3 2013 and Q3 2012. The #1 Heavy Melt Steel (HMS) composite index ($/gross ton) price is published by American Metal Market.

Discussion of Non-GAAP Financial Measures

We use a number of different financial measures, both United States generally accepted accounting principles ("GAAP") and non-GAAP, in assessing the overall performance of our business. To supplement our assessment of results prepared in accordance with GAAP, we use the measures of Adjusted EBITDA, Free Cash Flow, and Adjusted EPS, which are non-GAAP measures as defined by the Securities and Exchange Commission. The non-GAAP financial measures of Adjusted EBITDA, Free Cash Flow, and Adjusted EPS as described below, and used in the tables above, are not intended as a substitute or as an alternative to net income, cash flow provided by operating activities or diluted income per share as indicators of our performance or liquidity or any other measures of performance or liquidity derived in accordance with GAAP. In addition, our non-GAAP financial measures may be different from non-GAAP measures used by other companies, limiting their usefulness for comparison purposes.

The presentations of Adjusted EBITDA, Free Cash Flow and Adjusted EPS are intended to enhance the usefulness of our financial information by providing measures which management internally use to assess and evaluate the overall performance of its business and those of possible acquisition candidates, and highlight trends in the overall business.

Adjusted EBITDA

We use Adjusted EBITDA to provide further information that is useful to an understanding of the financial covenants contained in the credit facilities as of September 30, 2013 of our most significant subsidiary, Covanta Energy, through which we conduct our core waste and energy services business, and as additional ways of viewing aspects of its operations that, when viewed with the GAAP results and the accompanying reconciliations to corresponding GAAP financial measures, provide a more complete understanding of our core business. The calculation of Adjusted EBITDA is based on the definition in Covanta Energy's credit facilities as of September 30, 2013, which we have guaranteed. Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization, as adjusted for additional items subtracted from or added to net income. Because our business is substantially comprised of that of Covanta Energy, our financial performance is substantially similar to that of Covanta Energy. For this reason, and in order to avoid use of multiple financial measures which are not all from the same entity, the calculation of Adjusted EBITDA and other financial measures presented herein are ours, measured on a consolidated basis for continuing operations, less the results of operations of our insurance subsidiaries.

Under the credit facilities as of September 30, 2013, Covanta Energy is required to satisfy certain financial covenants, including certain ratios of which Adjusted EBITDA is an important component. Compliance with such financial covenants is expected to be the principal limiting factor which will affect our ability to engage in a broad range of activities in furtherance of our business, including making certain investments, acquiring businesses and incurring additional debt. Covanta Energy was in compliance with these covenants as of September 30, 2013. Failure to comply with such financial covenants could result in a default under these credit facilities, which default would have a material adverse affect on our financial condition and liquidity.

These financial covenants are measured on a trailing four quarter period basis and the material covenants are as follows:

maximum Covanta Energy leverage ratio of 4.00 to 1.00, which measures Covanta Energy's Consolidated Adjusted Debt (which is the principal amount of its consolidated debt less certain restricted funds dedicated to repayment of project debt principal and construction costs) to its Adjusted EBITDA (which for purposes of calculating the leverage ratio and interest coverage ratio, is adjusted on a pro forma basis for acquisitions and dispositions made during the relevant period); and

In order to provide a meaningful basis for comparison, we are providing information with respect to our Adjusted EBITDA for the three and nine months ended September 30, 2013 and 2012, reconciled for each such period to net income from continuing operations and cash flow provided by operating activities from continuing operations, which are believed to be the most directly comparable measures under GAAP.

Free Cash Flow

Free Cash Flow is defined as cash flow provided by operating activities from continuing operations, excluding the cash flow provided by or used in our insurance subsidiaries, less maintenance capital expenditures, which are capital expenditures primarily to maintain our existing facilities. We use the non-GAAP measure of Free Cash Flow as a criterion of liquidity and performance-based components of employee compensation. We use Free Cash Flow as a measure of liquidity to determine amounts we can reinvest in our core businesses, such as amounts available to make acquisitions, invest in construction of new projects, make principal payments on debt, or amounts we can return to our stockholders through dividends and/or stock repurchases.

In order to provide a meaningful basis for comparison, we are providing information with respect to our Free Cash Flow for the three and nine months ended September 30, 2013 and 2012, reconciled for each such period to cash flow provided by operating activities from continuing operations, which we believe to be the most directly comparable measure under GAAP.

Adjusted EPS

Adjusted EPS excludes certain income and expense items that are not representative of our ongoing business and operations, which are included in the calculation of Diluted Earnings Per Share in accordance with GAAP. The following items are not all-inclusive, but are examples of reconciling items in prior comparative and future periods. They would include the results of operations of our insurance subsidiaries, write-off of assets and liabilities, the effect of derivative instruments not designated as hedging instruments, significant gains or losses from the disposition or restructuring of businesses, gains and losses on assets held for sale, transaction-related costs, income and loss on the extinguishment of debt and other significant items that would not be representative of our ongoing business.

We will use the non-GAAP measure of Adjusted EPS to enhance the usefulness of our financial information by providing a measure which management internally uses to assess and evaluate the overall performance and highlight trends in the ongoing business.

In order to provide a meaningful basis for comparison, we are providing information with respect to our Adjusted EPS for the three and nine months ended September 30, 2013 and 2012, reconciled for each such period to diluted income per share from continuing operations, which is believed to be the most directly comparable measure under GAAP.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this press release constitute "forward-looking" statements as defined in Section 27A of the Securities Act of 1933 (the "Securities Act"), Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"), the Private Securities Litigation Reform Act of 1995 (the "PSLRA") or in releases made by the Securities and Exchange Commission ("SEC"), all as may be amended from time to time. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of Covanta Holding Corporation and its subsidiaries ("Covanta") or industry results, to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements that are not historical fact are forward-looking statements. Forward-looking statements can be identified by, among other things, the use of forward-looking language, such as the words "plan," "believe," "expect," "anticipate," "intend," "estimate," "project," "may," "will," "would," "could," "should," "seeks," or "scheduled to," or other similar words, or the negative of these terms or other variations of these terms or comparable language, or by discussion of strategy or intentions. These cautionary statements are being made pursuant to the Securities Act, the Exchange Act and the PSLRA with the intention of obtaining the benefits of the "safe harbor" provisions of such laws. Covanta cautions investors that any forward-looking statements made by us are not guarantees or indicative of future performance. Important factors, risks and uncertainties that could cause actual results to differ materially from those forward-looking statements include, but are not limited to:

seasonal or long-term fluctuations in the prices of energy, waste disposal, scrap metal and commodities, and our ability to renew or replace expiring contracts at comparable pricing;

adoption of new laws and regulations in the United States and abroad, including energy laws, environmental laws, labor laws and healthcare laws;

failures of disclosure controls and procedures and internal controls over financial reporting;

our ability to attract and retain talented people;

general economic conditions in the United States and abroad, including the availability of credit and debt financing; and

other risks and uncertainties affecting our businesses described in Item 1A. Risk Factors of Covanta's Annual Report on Form 10-K for the year ended December 31, 2012 and in other filings by Covanta with the SEC.

Although we believe that our plans, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, actual results could differ materially from a projection or assumption in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The forward-looking statements contained in this press release are made only as of the date hereof and we do not have, or undertake, any obligation to update or revise any forward-looking statements whether as a result of new information, subsequent events or otherwise, unless otherwise required by law.